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As filed with the Securities and Exchange Commission on March 1, 2006
 Registration No. 333-________
   SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form S-3
 REGISTRATION STATEMENT UNDER THE  SECURITIES ACT OF 1933
 
 American Axle & Manufacturing, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of incorporation of organization)
    
    38-3138388(I.R.S. employer identification number)
 American Axle & Manufacturing Holdings, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of incorporation or organization)
    
    36-3161171(I.R.S. employer identification number)
 One Dauch Drive
Detroit, Michigan 48211
(313) 758-2000  (Address including zip code, and telephone number, including area code, of registrants principal executive offices)
 
 Patrick S. Lancaster
American Axle & Manufacturing, Inc.
One Dauch Drive
Detroit, Michigan 48211
(313) 758-2000  (Name, address, including zip code, and telephone number, including area code, of agent for service for the registrants)
 
 Copies to:  Lisa L. Jacobs, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
 
 Approximate date of commencement of proposed sale to the public:
 o
 þ
 o
 o
 þ
 o
 o
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    Proposed MaximumTitle of Each Class of
    
    
    Amount to
    
    
    Offering Price
    
    
    Aggregate
    
    
    Amount ofSecurities to be Registered
    
    
    be Registered
    
    
    Per Unit
    
    
    Offering Price
    
    
    Registration FeeDebt securities, warrants
to purchase debt
securities, guarantees,
common stock and preferred
stock
    
    
    
    (1)
    
    
    
    
    (1)
    
    
    
    
    (1)
    
    
    
    
    $0(1)
 
 (1)
    
    An unspecified aggregate initial offering price or number of the securities of each
identified class is being registered as may from time to time be offered at unspecified
prices. Separate consideration may or may not be received for securities that are issuable on
exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and
457(r), the Registrant is deferring payment of all of the registration fee.




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PROSPECTUS
 
 AMERICAN AXLE & MANUFACTURING, INC.
 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
 
 Debt Securities
Guarantees
Warrants to Purchase Debt Securities
Common Stock
Preferred Stock
 
   
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.




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##### 



TABLE OF CONTENTS
 WHERE YOU CAN FIND MORE INFORMATION
    
    iiAMERICAN AXLE & MANUFACTURING
    
    
    1USE OF PROCEEDS
    
    
    2PROSPECTUS
    
    
    3PROSPECTUS SUPPLEMENT OR TERM SHEET
    
    
    4FORWARD-LOOKING STATEMENTS
    
    
    5DESCRIPTION OF DEBT SECURITIES
    
    
    6DESCRIPTION OF DEBT WARRANTS
    
    
    34DESCRIPTION OF COMMON STOCK
    
    
    36DESCRIPTION OF PREFERRED STOCK
    
    
    40SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
    
    
    43PLAN OF DISTRIBUTION
    
    
    46LEGAL MATTERS
    
    
    47EXPERTS
    
    
    47Form of Debt Securities IndentureOpinion of Shearman & Sterling LLPConsent of Deloitte & Touche LLPForm T-1 Statement of Eligibility
  
 i




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WHERE YOU CAN FIND MORE INFORMATION
     
    
    Holdings annual report on Form 10-K for the fiscal year ended December 31, 2005
filed with the SEC on March 1, 2006.
    
    Holdings current reports on Form 8-K filed with the SEC
on February 3, 2006 (dated January 30, 2006) and
February 8, 2006 (dated February 8, 2006).
    
    Holdings 2005 proxy statement on Schedule 14A, filed with the SEC on March 22,
2005.
  
  ii




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AMERICAN AXLE & MANUFACTURING
      1




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USE OF PROCEEDS
  2




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PROSPECTUS
  
    
    unsecured debt securities (debt securities), which may be either senior (the
senior securities) or subordinated (the subordinated securities), guaranteed by
American Axle & Manufacturing Holdings, Inc.;
    
    warrants to purchase debt securities (debt warrants);
    
    shares of the common stock of American Axle & Manufacturing Holdings, Inc. (common
stock); or
    
    shares of our preferred stock (preferred stock).
     3




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PROSPECTUS SUPPLEMENT OR TERM SHEET
    4




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FORWARD-LOOKING STATEMENTS
  
    
    reduced purchases of our products by General Motors Corporation, DaimlerChrysler
Corporation or other customers;
    
    reduced demand for our customers products (particularly light trucks and sport
utility vehicles produced by General Motors Corporation and DaimlerChrysler
Corporation);
    
    our ability and our suppliers ability to maintain satisfactory labor relations and
avoid work stoppages;
    
    our customers and their suppliers ability to maintain satisfactory labor relations
and avoid work stoppages;
    
    supply shortages or price increases in raw materials, utilities or other operating supplies;
    
    our ability and our customers and suppliers ability to successfully launch new product programs;
    
    our ability to respond to changes in technology or increased competition;
    
    adverse changes in laws, government regulations or market conditions including
increases in fuel prices affecting our products or our customers products (including
the Corporate Average Fuel Economy regulations);
    
    adverse changes in the economic conditions or political stability of our principal
markets (particularly North America, Europe, South America and Asia);
    
    liabilities arising from legal proceedings to which we are or may become a party or
claims against us or our products;
    
    risks of noncompliance with environmental regulations or risks of environmental
issues that could result in unforeseen costs at our facilities;
    
    availability of financing for working capital, capital expenditures, research and
development or other general corporate purposes;
    
    our ability to attract and retain key associates;
    
    other unanticipated events and conditions that may hinder our ability to compete.
  5




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DESCRIPTION OF DEBT SECURITIES
     General
    
    
    The title of the debt securities and whether the debt securities will be senior
securities or subordinated securities.
    
    The total principal amount of the debt securities and any limit on the total
principal amount of debt securities of the series.
    
    If not the principal amount of the debt securities, the portion of the principal
amount payable upon acceleration of the maturity of the debt securities or how this
portion will be determined.
    
    The date or dates, or how the date or dates will be determined or extended, when the
principal of the debt securities will be payable.
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
    
    The interest rate or rates, which may be fixed or variable, that the debt securities
will bear, if any, or how the rate or rates will be determined, the date or dates from
which any interest will accrue or how the date or dates will be determined, the
interest payment dates, any record dates for these payments and the basis upon which
interest will be calculated if other than that of a 360-day year of twelve 30-day
months.
    
    Any optional redemption provisions.
    
    Any sinking fund or other provisions that would obligate us to repurchase or
otherwise redeem the debt securities.
    
    The form in which we will issue the debt securities; whether we will have the option
of issuing debt securities in certificated form; whether we will have the option of
issuing certificated debt securities in bearer form if we issue the securities outside
the United States to non-U.S. persons; any restrictions on the offer, sale or delivery
of bearer securities and the terms, if any, upon which bearer securities of the series
may be exchanged for registered securities of the series and vice versa(if permitted
by applicable laws and regulations).
    
    If other than U.S. dollars, the currency or currencies in which the debt securities
are denominated and/or payable.
    
    Whether the amount of payments of principal, premium or interest, if any, on the
debt securities will be determined with reference to an index, formula or other method
(which could be based on one or more currencies, commodities, equity indices or other
indices) and how these amounts will be determined.
    
    The place or places, if any, other than or in addition to The City of New York, of
payment, transfer, conversion and/or exchange of the debt securities.
    
    If other than denominations of $1,000 or any integral multiple in the case of
registered securities issued in certificated form and $5,000 in the case of bearer
securities, the denominations in which the offered debt securities will be issued.
    
    The applicability of the provisions of Article Fourteen of the indenture described
under defeasance and any provisions in modification of, in addition to or in lieu of
any of these provisions.
    
    Whether and under what circumstances we will pay additional amounts, as contemplated
by Section 1011 of the indenture, in respect of any tax, assessment or governmental
charge and, if so, whether we will have the option to redeem the debt securities rather
than pay the additional amounts (and the terms of this option).
    
    Whether the securities are subordinated and the terms of such subordination.
    
    Any provisions granting special rights to the holders of the debt securities upon
the occurrence of specified events.
    
    Any changes or additions to the Events of Default or covenants contained in the
indenture.
    
    Whether the debt securities will be convertible into or exchangeable for any other
securities and the applicable terms and conditions.
    
    Any other material terms of the debt securities and guarantees.
   7




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Currency
    
    Principal Financial CenterU.S. dollars
Australian dollars
Canadian dollars
New Zealand dollars
South African rand
Swiss francs
    
    The City of New York
Sydney
Toronto
Auckland
Johannesburg
Zurich
   Optional Redemption, Repayment and Repurchase
  8




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9




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Conversion and Exchange
  10




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Issuance of Securities in Registered Form
  Book-Entry Holders .
   11




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Street Name Holders.
  Legal Holders.
   Special Considerations for Indirect Holders.
 
    
    how it handles securities payments and notices,
    
    whether it imposes fees or charges,
    
    how it would handle a request for the holders consent, if ever required,
    
    whether and how you can instruct it to send you debt securities registered in your
own name so you can be a holder, if that is permitted in the future for a particular
series of debt securities,
    
    how it would exercise rights under the debt securities if there were a default or
other event triggering the need for holders to act to protect their interests, and
    
    if the debt securities are in book-entry form, how the depositarys rules and
procedures will affect these matters.
 Interest and Interest Rates
 General
  12




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Fixed Rate Notes
   Original Issue Discount Notes
  Amortizing Notes
  Floating Rate Notes
  13




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
    
    the CD Rate;
    
    the Commercial Paper Rate;
    
    LIBOR;
    
    the Federal Funds Rate;
    
    the Prime Rate;
    
    the Treasury Rate;
    
    the CMT Rate;
    
    the Eleventh District Cost of Funds Rate; or
    
    another negotiated interest rate basis or formula.
     Change of Interest Rate.
 
    
    for Notes with interest that resets daily, each Business Day;
    
    for Notes (other than Treasury Rate Notes) with interest that resets weekly,
Wednesday of each week;
    
    for Treasury Rate Notes with interest that resets weekly, Tuesday of each week;
    
    for Notes with interest that resets monthly, the third Wednesday of each month;
    
    for Notes with interest that resets quarterly, the third Wednesday of March, June,
September and December of each year;
    
    for Notes with interest that resets semiannually, the third Wednesday of each of the
two months of each year indicated in the applicable prospectus supplement or term
sheet; and
    
    for Notes with interest that resets annually, the third Wednesday of the month of
each year indicated in the applicable prospectus supplement or term sheet.
  14




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Date Interest Rate Is Determined.
     Payment of Interest.
 
    
    for Notes with interest that resets daily, weekly or monthly, on the third Wednesday of each month;
    
    for Notes with interest payable quarterly, on the third Wednesday of March, June,
September, and December of each year;
    
    for Notes with interest payable semiannually, on the third Wednesday of each of the
two months specified in the applicable prospectus supplement or term sheet;
    
    for Notes with interest payable annually, on the third Wednesday of the month
specified in the applicable prospectus supplement or term sheet (each of the above,
with respect to Floating Rate Notes, an Interest Payment Date); and
    
    at maturity, redemption or repayment.
    15




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CD Rate Notes.
  
    
    If the above rate is not published in H.15(519) by 3:00 P.M., New York City time, on
the Calculation Date, the CD Rate will be the rate on that Interest Determination Date
for negotiable United States dollar certificates of deposit of the Index Maturity
described in the prospectus supplement or term sheet as published in H.15 Daily Update,
or such other recognized electronic source used for the purpose of displaying such
rate, under the caption CDs (secondary market).
    
    If that rate is not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 P.M., New York City time, on the Calculation Date, then the
calculation agent will determine the CD Rate to be the average of the secondary market
offered rates as of 10:00 A.M., New York City time, on that Interest Determination
Date, quoted by three leading nonbank dealers of negotiable U.S. dollar certificates of
deposit in New York City (which may include an agent or its affiliates) for negotiable
U.S. dollar certificates of deposit of major United States money-center banks with a
remaining maturity closest to the Index Maturity in an amount that is representative
for a single transaction in the market at that time described in the prospectus
supplement or term sheet. The calculation agent will select the three dealers referred
to above.
    
    If fewer than three dealers are quoting as mentioned above, the CD Rate will remain
the CD Rate then in effect on that Interest Determination Date.
   Commercial Paper Rate Notes.
  
    
    If the above rate is not published in H.15(519) by 3:00 P.M., New York City time, on
the Calculation Date, the Commercial Paper Rate will be the Money Market Yield of the
rate on that Interest Determination Date for commercial paper having the Index Maturity
described in the prospectus supplement or term sheet, as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of displaying
such rate, under the caption Commercial PaperNonfinancial.
    
    If that rate is not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 PM., New York City time, on the Calculation Date, then the
calculation agent will determine the Commercial Paper Rate to be the Money Market Yield
of the average of the offered rates of three leading dealers of U.S. dollar commercial
paper in New York City (which may include an agent or its affiliates) as of 11:00 A.M.,
New York City time, on that Interest Determination Date for commercial paper having the
Index Maturity described in the prospectus supplement or term sheet placed for an
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industrial issuer whose bond rating is Aa, or the equivalent, from a nationally
recognized statistical rating organization. The calculation agent will select the three
dealers referred to above.
    
    If fewer than three dealers selected by the calculation agent are quoting as
mentioned above, the Commercial Paper Rate will remain the Commercial Paper Rate then
in effect on that Interest Determination Date.
  Money Market Yield
    
    =
    
    D  ́ 360
    
     ́
    
    
    100360  (D  ́ M)
  LIBOR Notes.
 
    
    If LIBOR Telerate is specified in the prospectus supplement or term sheet, LIBOR
will be the rate for deposits in the LIBOR Currency having the Index Maturity described
in the related prospectus supplement or term sheet commencing on the applicable
Interest Reset Date, as such rate appears on the Designated LIBOR Page as of 11:00
A.M., London time, on that Interest Determination Date.
    
    If LIBOR Reuters is specified in the prospectus supplement or term sheet, LIBOR
will be the average of the offered rates calculated by the calculation agent, or the
offered rate, if the Designated LIBOR Page by its terms provides only for a single
rate, for deposits in the LIBOR Currency having the Index Maturity described in the
related prospectus supplement or term sheet commencing on the applicable Interest Reset
Date, as such rates appear on the Designated LIBOR Page as of 11:00 A.M., London time,
on that Interest Determination Date, if at least two such offered rates appear on the
Designated LIBOR Page.
   
    
    LIBOR will be determined on the basis of the offered rates at which deposits in the
LIBOR Currency having the Index Maturity described in the related prospectus supplement
or term sheet on the Interest Determination Date and in a principal amount that is
representative of a single transaction in that market at that time are offered by four
major reference banks (which may include affiliates of the agent) in the London
interbank market commencing on the applicable Interest Reset Date to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on that Interest
Determination Date and in a principal amount that is representative for a single
transaction in the LIBOR Currency in that market at that time. The calculation agent
will select the four banks and request the principal London office of each of those
banks to provide a quotation of its rate for deposits in the LIBOR Currency. If at
least two quotations are provided, LIBOR for that Interest Determination Date will be
the average of those quotations.
    
    If fewer than two quotations are provided as mentioned above, LIBOR will be the rate
calculated by the calculation agent as the average of the rates quoted by three major
banks, which may include affiliates of the agent, in the Principal Financial Center at
approximately 11:00 A.M., in the Principal Financial Center, on that Interest
Determination Date for loans to leading European banks in the LIBOR Currency having the
Index Maturity designated in the prospectus supplement or term sheet and in a principal
amount that is representative for a single transaction in the LIBOR Currency in that
market at that time. The calculation agent will select the three banks referred to
above.
    
    If fewer than three banks selected by the calculation agent are quoting as mentioned
above, LIBOR will remain LIBOR then in effect on the Interest Determination Date.
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
    
    if LIBOR Reuters is specified in the applicable prospectus supplement or term
sheet, the display on the Reuter Monitor Money Rates Service (or any successor service)
on the page specified in such prospectus supplement or term sheet (or any other page as
may replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for the LIBOR Currency; or
    
    if LIBOR Telerate is specified in the applicable prospectus supplement or term
sheet or neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable
prospectus supplement or term sheet as the method of calculating LIBOR, the display on
Moneyline Telerate (or any successor service, Telerate) on the page specified in such
prospectus supplement or term sheet (or any other page as may replace such page on such
service) for the purpose of displaying the London interbank rates of major banks for
the LIBOR Currency.
 Federal Funds Rate Notes.
  
    
    If the above rate is not published in H.15(519) by 3:00 P.M., New York City time, on
the Calculation Date, the Federal Funds Rate will be the rate as of that Interest
Determination Date for U.S. dollar Federal Funds, as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying such rate,
under the caption Federal Funds (Effective).
    
    If that rate does not appear on Telerate Page 120 or is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New
York City time, on the Calculation Date, then the calculation agent will determine the
Federal Funds Rate to be the average of the rates for the last transaction in overnight
U.S. dollar Federal Funds arranged by three leading brokers of United States dollar
federal funds transactions in New York City as of 9:00 A.M., New York City time, which
may include the agent or its affiliates, on the Business Day following that Interest
Determination Date. The calculation agent will select the three brokers referred to
above.
    
    If fewer than three brokers selected by the calculation agent are quoting as
mentioned above, the Federal Funds Rate will be the Federal Funds Rate in effect on
that Interest Determination Date.
 Prime Rate Notes.
  
    
    If the rate is not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 PM., New York City time, on the Calculation Date, then the
calculation agent will determine the Prime Rate to be the average of the rates of
interest publicly announced by each bank that appears on the Reuters Screen designated
as US PRIME 1 Page as that banks prime rate or base lending rate in effect as of
11:00 A.M., New York City time on that Interest Determination Date.
    
    If fewer than four rates appear on the Reuters Screen US PRIME 1 Page on the
Interest Determination Date, then the Prime Rate will be the average of the prime rates
or base lending rates quoted (on the basis of the actual number of days in the year
divided by a 360-day year) as of the close of business on
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the Interest Determination Date by three major banks, which may include an agent or its
affiliates, in the City of New York selected by the calculation agent.
    
    If the banks selected by the calculation agent are not quoting as mentioned above,
the Prime Rate will remain the Prime Rate then in effect on the Interest Determination
Date.
  Treasury Rate Notes.
  
    
    if the rate is not so published by 3:00 P.M., New York City time, on the Calculation
Date, the Treasury Rate will be the Bond equivalent yield of the rate for the
applicable Treasury bills as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable rate, under the
caption U.S. Government Securities/Treasury Bills/Auction High, or
    
    if such rate is not so published in H.15 Daily Update by 3:00 P.M., New York City
time, on the Calculation Date, the Treasury Rate will be the Bond equivalent yield of
the auction rate of the applicable Treasury bills announced by the United States
Department of the Treasury, or
    
    if the rate referred to above is not yet published or announced by the United States
Department of the Treasury by 3:00 P.M., New York City time, or if the auction is not
held, then the Treasury Rate will be the Bond equivalent yield of the rate on the
applicable Interest Determination Date of Treasury bills having the Index Maturity
specified in the applicable prospectus supplement or term sheet published in H.15(519)
under the caption U.S. Government Securities/Treasury Bills/Secondary Market, or
    
    if such rate is not so published by 3:00 P.M., New York City time, on the related
Calculation Date, then the Treasury Rate will be the rate on the applicable Interest
Determination Date of the applicable Treasury bills as published in H.15 Daily Update,
or other recognized electronic sources used for the purpose of displaying the
applicable rate, under the caption U.S. Government Securities/Treasury Bills/Secondary
Market, or
    
    if such rate is not so published in H.15(519), H.15 Daily Update or another
recognized electronic source by 3:00 PM., New York City time, on the related
Calculation Date, then the calculation agent will determine the Treasury Rate to be the
Bond equivalent yield of the average of the secondary market bid rates, as of
approximately 3:30 P .M., New York City time, on the applicable Interest Determination
Date, of three primary United States government securities dealers (which may include
the agent or its affiliates) selected by the calculation agent, for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity specified in the
applicable prospectus supplement or term sheet, or
    
    if fewer than three dealers selected by the calculation agent are quoting as
mentioned above, the Treasury Rate will remain the Treasury Rate in effect on that
Interest Determination Date.
  Bond equivalent yield
    
    =
    
    D  ́ 360
    
     ́
    
    
    100360  (D  ́ M)
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CMT Rate Notes.
 (1)
    
    if CMT Telerate Page 7051 is specified in the applicable prospectus supplement or term
sheet:
 
    
    the percentage equal to the yield for United States Treasury securities at
constant maturity having the Index Maturity specified in the applicable
prospectus supplement or term sheet as published in H.15(519) under the heading
Treasury Constant Maturities, as the yield is displayed on Telerate (or any
successor service), on page 7051 (or any other page as may replace page 7051 on
that service) (Telerate Page 7051), for the applicable Interest Determination
Date, or
    
    if the above rate does not appear on Telerate Page 7051, the percentage
equal to the yield for United States Treasury securities at constant maturity
having the Index Maturity specified in the applicable prospectus supplement or
term sheet and for the applicable Interest Determination Date as published in
H.15(519) under the heading Treasury Constant Maturities, or
    
    if the above rate does not appear on Telerate Page 7051 or is not yet
published in H.15(519), the rate on the applicable Interest Determination Date
for the period of the Index Maturity specified in the applicable prospectus
supplement or term sheet as may then be published by either the Federal Reserve
System Board of Governors or the United States Department of the Treasury that
the calculation agent determines to be comparable to the rate which would
otherwise have been published in H.15(519), or
    
    if that rate is not published, then the CMT Rate will be calculated by the
calculation agent as a yield to maturity based on the average of the secondary
market bid prices at approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date of three leading primary United States
government securities dealers in The City of New York (which may include the
Agents or their affiliates) (each, a reference dealer), selected by the
calculation agent from five reference dealers selected by the calculation agent
and eliminating the highest quotation, or in the event of equality, one of the
highest, and the lowest quotation or, in the event of equality, one of the
lowest, for United States Treasury securities with an original maturity equal
to the Index Maturity specified in the applicable prospectus supplement or term
sheet, a remaining term to maturity no more than 1 year shorter than the Index
Maturity specified in the applicable prospectus supplement or term sheet and in
a principal amount that is representative for a single transaction in the
securities in the market at that time, or
    
    if fewer than five but more than two of the prices referred to above are
provided as requested on the Interest Determination Date, then the CMT Rate
will be the average of the bid prices obtained and neither the highest nor the
lowest of the quotations shall be eliminated, or
    
    if fewer than three prices referred to above are provided as requested on
the Interest Determination Date, then the CMT Rate will be calculated as a
yield to maturity based on the average of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on the applicable Interest
Determination Date of three reference dealers selected by the calculation agent
from five reference dealers selected by the calculation agent and eliminating
the highest quotation or, in the event of equality, one of the highest and the
lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity greater than the Index
Maturity specified in the applicable prospectus supplement or term sheet, a
remaining term to maturity closest to the Index Maturity specified in the
applicable prospectus supplement or term sheet and in a principal amount that
is representative for a single transaction in securities in the market at that
time, or
    
    if fewer than five but more than two prices referred to above are provided
as requested on the Interest Determination Date, then the CMT Rate will be the
average of the bid prices obtained and neither the highest nor the lowest of
the quotations will be eliminated, or
    
    if fewer than three prices referred to above are provided as requested, the
CMT Rate will then be the CMT Rate in effect on the applicable Interest
Determination Date.
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(2)
    
    if CMT Telerate Page 7052 is specified in the applicable prospectus supplement or term
sheet:
 
    
    the percentage equal to the one-week or one-month, as specified in the
applicable prospectus supplement or term sheet, average yield for United States
Treasury securities at constant maturity having the Index Maturity specified
in the applicable prospectus supplement or term sheet as published in H.15(519)
opposite the heading Treasury Constant Maturities, as the yield is displayed
on Telerate (or any successor service), on page 7052 (or any other page as may
replace that specified page on that service) (Telerate Page 7052), for the
week or month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related Interest Determination Date falls, or
    
    if the above rate is not published on Telerate Page 7052, then the CMT Rate
will be the percentage equal to the one-week or one-month, as specified in the
applicable prospectus supplement or term sheet, average yield for United States
Treasury securities at constant maturity having the Index Maturity specified
in the applicable prospectus supplement or term sheet and for the week or
month, as applicable, preceding the applicable Interest Determination Date as
published in H.15(519) opposite the caption Treasury Constant Maturities, or
    
    if the above rate is not published on Telerate Page 7052 or is not yet
published in H.15(519), for the one-week or one-month, as specified in the
applicable prospectus supplement or term sheet, then the CMT Rate will be the
average yield for United States Treasury securities at constant maturity
having the Index Maturity specified in the applicable prospectus supplement or
term sheet as otherwise announced by the Federal Reserve Bank of New York for
the week or month, as applicable, ended immediately preceding the week or
month, as applicable, in which the related Interest Determination Date falls,
or
    
    if the Federal Reserve Bank of New York does not publish the rate referred
to above, then the CMT Rate will be calculated by the calculation agent as a
yield to maturity based on the average of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on the applicable Interest
Determination Date of three reference dealers selected by the calculation agent
from five reference dealers selected by the calculation agent and eliminating
the highest quotation, or, in the event of equality, one of the highest, and
the lowest quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity equal to the Index
Maturity specified in the applicable prospectus supplement or term sheet, a
remaining term to maturity no more than one year shorter than the index
maturity specified in the applicable prospectus supplement or term sheet and in
a principal amount that is representative for a single transaction in the
securities in the market at that time, or
    
    if fewer than five but more than two of the prices referred to above are
provided as requested on the Interest Determination Date, then the CMT Rate
will be the average of the bid prices obtained and neither the highest nor the
lowest of the quotations shall be eliminated, or
    
    if fewer than three prices referred to above are provided as requested, then
the calculation agent will determine the CMT Rate to be a yield to maturity
based on the average of the secondary market bid prices as of approximately
3:30 P.M., New York City time, on the applicable Interest Determination Date of
three reference dealers selected by the calculation agent from five reference
dealers selected by the calculation agent and eliminating the highest quotation
or, in the event of equality, one of the highest and the lowest quotation, or
in the event of equality, one of the lowest, for United States Treasury
securities with an original maturity greater than the Index Maturity specified
in the applicable prospectus supplement or term sheet, a remaining term to
maturity closest to the Index Maturity specified in the applicable prospectus
supplement or term sheet and in a principal amount that is representative for a
single transaction in the securities in the market at the time, or
    
    if fewer than five but more than two prices referred to above are provided
as requested on the Interest Determination Date, then the CMT Rate will be the
average of the bid prices obtained and neither the highest nor the lowest of
the quotations will be eliminated, or
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
    
    if fewer than three prices referred to above are provided as requested, the
CMT Rate will be the CMT Rate in effect on the applicable Interest
Determination Date.
  Eleventh District Cost of Funds Rate Notes.
  
    
    If the rate is not displayed on the relevant page as of 11:00 A.M., San Francisco
time, on the Calculation Date, then the Eleventh District Cost of Funds Rate will be
the monthly weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District, as announced by the Federal Home Loan Bank of San
Francisco, as the cost of funds for the calendar month preceding the date of
announcement.
    
    If no announcement was made relating to the calendar month preceding the Interest
Determination Date, the Eleventh District Cost of Funds Rate will remain the Eleventh
District Cost of Funds Rate then in effect on the Interest Determination Date.
 Indexed Notes
   Renewable Notes
   22




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Extendible Notes
        23




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Global Securities
 What Is a Global Security?
   Special Considerations for Global Securities.
  
    
    An investor cannot cause the debt securities to be registered in his or her name,
and cannot obtain certificates for his or her interest in the debt securities, except
in the special situations we describe below.
    
    An investor will be an indirect holder and must look to his or her own bank or
broker for payments on the debt securities and protection of his or her legal rights
relating to the debt securities, as we describe under Issuance of Securities in
Registered Form above.
    
    An investor may not be able to sell interests in the debt securities to some
insurance companies and other institutions that are required by law to own their
securities in non-book-entry form.
    
    An investor may not be able to pledge his or her interest in a global security in
circumstances where certificates representing the debt securities must be delivered to
the lender or other beneficiary of the pledge in order for the pledge to be effective.
    
    The depositarys policies, which may change from time to time, will govern payments,
transfers, exchanges and other matters relating to an investors interest in a global
security. We and the trustee have no responsibility for any aspect of the depositarys
actions or for its records of ownership interests in a global security. We and the
trustee also do not supervise the depositary in any way.
    
    If we redeem less than all the debt securities of a particular series being
redeemed, DTCs practice is to determine by lot the amount to be redeemed from each of
its participants holding that series.
    
    An investor is required to give notice of exercise of any option to elect repayment
of its debt securities, through its participant, to the applicable trustee and to
deliver the related debt securities by causing its participant to transfer its interest
in those debt securities, on DTCs records, to the applicable trustee.
    
    DTC requires that those who purchase and sell interests in a global security
deposited in its book-entry system use immediately available funds. Your broker or
bank may also require you to use immediately available funds when purchasing or selling
interests in a global security.
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
    
    Financial institutions that participate in the depositarys book-entry system, and
through which an investor holds its interest in a global security, may also have their
own policies affecting payments, notices and other matters relating to the debt
securities. There may be more than one financial intermediary in the chain of
ownership for an investor. We do not monitor and are not responsible for the actions
of any of those intermediaries.
 Special Situations When a Global Security Will Be Terminated .
  
    
    if the depositary notifies us that it is unwilling, unable or no longer qualified to
continue as depositary for that global security, and we do not appoint another
institution to act as depositary within 60 days,
    
    if we notify the trustee that we wish to terminate that global security, or
    
    if an event of default has occurred with regard to the debt securities represented
by that global security and has not been cured or waived; we discuss defaults later
under Events of Default.
  Payment and Paying Agents
  Payments on Global Securities.
 Payments on Certificated Securities .
  25




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Payment When Offices Are Closed.
 Material Covenants
 Consolidation, Merger, Sale or Conveyance
 
    
    the successor or transferee entity, if other than AAM Inc. or
Holdings, as the case may be, is a corporation organized and
existing under the laws of the United States, any state thereof or
the District of Columbia and expressly assumes by a supplemental
indenture executed and delivered to the trustee, in form
reasonably satisfactory to the trustee, the due and punctual
payment of the principal of, any premium on and any interest on,
all the outstanding debt securities and the performance of every
covenant and obligation in the indenture to be performed or
observed by AAM Inc. or Holdings, as the case may be;
    
    immediately after giving effect to the transaction, no Event of
Default, as defined in the indenture, and no event which, after
notice or lapse of time or both, would become an Event of Default,
has happened and is continuing; and
    
    AAM Inc. or Holdings, as the case may be, has delivered to the
trustee an officers certificate and an opinion of counsel, each
in the form required by the indenture and stating that such
consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with the foregoing
provisions relating to such transaction.
  Limitation on Liens
      26




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27




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Limitation on Sale and Leaseback Transactions
       28




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Events of Default
         The indenture provides that:
    
    if an event of default described in clause (a), (b), (c), (d) or
(e) above has occurred and is continuing, either the trustee or
the holders of not less than 25% in aggregate principal amount of
the debt securities may declare the principal amount of the debt
securities then outstanding, and any accrued and unpaid interest
through the date of such declaration, to be due and payable
immediately;
    
    upon certain conditions such declarations may be annulled and past
defaults (except for defaults in the payment of principal of, any
premium on or interest on, the debt securities and in compliance
with certain covenants) may be waived by the holders of a majority
in aggregate principal amount of the debt securities then
outstanding; and
    
    if an event of default described in clause (f) occurs and is
continuing, then the principal amount of all debt securities
issued under the indenture and then outstanding, together with any
accrued interest through the
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
    
    occurrence of such event, shall become and be due and payable immediately, without any
declaration or other act by the trustee or any other holder.
  No holder of any debt securities may institute any action under the indenture unless:
    
    such holder has given the trustee written notice of a continuing event of default with respect to the debt securities;
    
    the holders of not less than 25% in aggregate principal amount of the debt securities then outstanding have requested
the trustee to institute proceedings in respect of such event of default;
    
    such holder or holders have offered the trustee such reasonable indemnity as the trustee may require;
    
    the trustee has failed to institute an action for 60 days thereafter; and
    
    no inconsistent direction has been given to the trustee during such 60-day period by the holders of a majority in
aggregate principal amount of debt securities.
   Modification of the Indenture
  
    
    to evidence the succession of another corporation to our company, and the assumption by such successor of our
obligations under the indenture and the debt securities;
    
    to add covenants of our company, or surrender any rights of the company, or add any rights for the benefit of the
holders of debt securities;
    
    to cure any ambiguity, omission, defect or inconsistency in such indenture;
    
    to establish the form or terms of any other series of debt securities, including any subordinated securities;
    
    to evidence and provide the acceptance of any successor trustee with respect to the debt securities or one or more
other series of debt securities or to facilitate the administration of the trusts thereunder by one or more trustees in
accordance with such indenture; and
    
    to provide any additional events of default.
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
    
    change the maturity of any payment of principal of, or any premium
on, any debt securities, or change any place of payment where, or
the coin or currency in which, any note or any premium is payable,
or impair the right to institute suit for the enforcement of any
such payment on or after the maturity thereof (or, in the case of
redemption, on or after the redemption date);
    
    reduce the percentage in principal amount of the outstanding debt
securities, the consent of whose holders is required for any such
modification, or the consent of whose holders is required for any
waiver of compliance with certain provisions of the indenture or
certain defaults thereunder and their consequences provided for in
the indenture; or
    
    modify any of the provisions of certain sections of the indenture, including the provisions
summarized in this paragraph, except to increase any such percentage or to provide that certain
other provisions of the indenture cannot be modified or waived without the consent of the holder of
each outstanding debt securities affected thereby.
 Defeasance
  Covenant Defeasance.
 
    
    If the debt securities of the particular series are denominated in U.S. dollars,
deposit in trust for the benefit of all holders of such debt securities a combination
of money and United States government or United States government agency debt
securities or bonds that will generate enough cash to make interest, principal and any
other payments on the debt securities on their various due dates.
    
    Deliver to the trustee a legal opinion of our counsel confirming that, under current
United States federal income tax law, we may make the above deposit without causing you
to be taxed on the debt securities any differently than if we did not make the deposit
and just repaid the debt securities ourselves at maturity.
    
    Deliver to the trustee a legal opinion of our counsel stating that the above deposit
does not require registration by us under the Investment Company Act of 1940, as
amended, and a legal opinion and officers certificate stating that all conditions
precedent to covenant defeasance have been complied with.
  Full Defeasance.
 
    
    If the debt securities of the particular series are denominated in U.S. dollars, we
must deposit in trust for the benefit of all holders of such debt securities a
combination of money and United States government or United States government agency
debt securities or bonds that will generate enough
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cash to make interest, principal and any other payments on the debt securities on their
various due dates.
    
    We must deliver to the trustee a legal opinion confirming that there has been a
change in current United States federal tax law or an Internal Revenue Service ruling
that allows us to make the above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit and just repaid the debt
securities ourselves at maturity. Under current United States federal tax law, the
deposit and our legal release from the debt securities would be treated as though we
paid you your share of the cash and debt securities or bonds at the time the cash and
debt securities or bonds were deposited in trust in exchange for your debt securities
and you would recognize gain or loss on the debt securities at the time of the deposit.
    
    We must deliver to the trustee a legal opinion of our counsel stating that the above
deposit does not require registration by us under the Investment Company Act of 1940,
as amended, and a legal opinion and officers certificate stating that all conditions
precedent to defeasance have been complied with.
  Discharge of the Indenture
  Form, Exchange and Transfer of Certificated Registered Securities
  
    
    only in fully registered certificated form,
    
    without interest coupons, and
    
    unless we indicate otherwise in the prospectus supplement or term sheet, in
denominations of $1,000 and amounts that are multiples of $1,000.
      32




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Resignation of Trustee
  The Trustee Under the Indenture
  Certain Considerations Relating to Foreign Currencies
  33




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DESCRIPTION OF DEBT WARRANTS
   General
  
    
    The title and aggregate number of the debt warrants.
    
    The title, rank, aggregate principal amount and terms of the underlying debt
securities purchasable upon exercise of the debt warrants.
    
    The principal amount of underlying debt securities that may be purchased upon
exercise of each debt warrant, and the price or the manner of determining the price at
which this principal amount may be purchased upon exercise.
    
    The time or times at which, or the period or periods during which, the debt warrants
may be exercised and the expiration date of the debt warrants.
    
    Any optional redemption terms.
    
    Whether certificates evidencing the debt warrants will be issued in registered or
bearer form and, if registered, where they may be transferred and exchanged.
    
    Whether the debt warrants are to be issued with any debt securities or any other
securities and, if so, the amount and terms of these debt securities or other
securities.
    
    The date, if any, on and after which the debt warrants and these debt securities or
other securities will be separately transferable.
    
    Any other material terms of the debt warrants.
   Exercise of Debt Warrants
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Modifications
  Changes Requiring Your Approval .
 
    
    accelerate the expiration date;
    
    reduce the number of outstanding debt warrants, the consent of the holders of which
is required for a modification or amendment; or
    
    otherwise materially and adversely affect the rights of the holders of the debt
warrants.
 Changes Not Requiring Approval .
 Changes Requiring a Majority Vote .
 No Rights as Holders of Underlying Debt Securities
  35




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DESCRIPTION OF COMMON STOCK
   Common Stock
  Preferred Stock and Series Common Stock
   36




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Authorized but Unissued Capital Stock
   The Delaware General Corporation Law
   Certificate of Incorporation; Bylaws
  Classified Board
 37




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Removal of Directors
 Stockholder Action
 Advance Notice Procedures
 Liability of Directors; Indemnification
 38




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Amendment
  Registrar and Transfer Agent
  Listing
  39




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DESCRIPTION OF PREFERRED STOCK
    General
   
    
    The title and stated value of the preferred stock.
    
    The number of shares of the preferred stock offered, the liquidation preference per
share and the offering price of the preferred stock.
    
    The dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation
thereof applicable to the preferred stock.
    
    The date from which dividends on the preferred stock will accumulate, if applicable.
    
    The liquidation rights of the preferred stock.
    
    The procedures for any auction and remarketing, if any, of the preferred stock.
    
    The sinking fund provisions, if applicable, for the preferred stock.
    
    The redemption provisions, if applicable, for the preferred stock.
    
    Whether the preferred stock will be convertible into or exchangeable for other
securities and, if so, the terms and conditions of conversion or exchange, including
the conversion price or exchange ratio and the conversion or exchange period (or the
method of determining the same).
    
    Whether the preferred stock will have voting rights and the terms thereof, if any.
    
    Whether the preferred stock will be listed on any securities exchange.
    
    Whether the preferred stock will be issued with any other securities and, if so, the
amount and terms of these other securities.
    
    Any other specific material terms, preferences or rights of, or limitations or
restrictions on, the preferred stock.
  40




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Dividends
   
    
    declare or pay dividends (except in our stock that is junior as to dividends and
liquidation rights to the preferred stock (junior stock)) or make any other
distributions on junior stock, or
    
    purchase, redeem or otherwise acquire junior stock or set aside funds for that
purpose (except in a reclassification or exchange of junior stock through the issuance
of other junior stock or with the proceeds of a reasonably contemporaneous sale of
junior stock),
   
    
    there are no arrearages in dividends for any past dividend periods on any series of
preferred stock, and
    
    to the extent that the dividends are cumulative, dividends in full for the current
dividend period have been declared or paid on all preferred stock.
  Conversion and Exchange
  Liquidation Rights
  41




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Redemption
  provided however
 
    
    to meet our purchase, retirement or sinking fund obligations with respect to any
series of preferred stock, we may use shares of that preferred stock acquired prior to
the arrearages or failure of payment and then held as treasury stock, and
    
    we may complete the purchase or redemption of shares of preferred stock for which a
contract was entered into for any purchase, retirement or sinking fund purposes prior
to the arrearages or failure of payment.
 Voting Rights
    
    
    for any amendment of our certificate of incorporation (or the related certificate of
designations) that will adversely affect the powers, preferences or rights of the
holders of the preferred stock of that series, or
    
    to create any class of stock (or increase the authorized number of shares of any
class of stock) that will have preference as to dividends or upon liquidation over the
preferred stock of that series or create any stock or other security convertible into
or exchangeable for or evidencing the right to purchase any stock of that class.
  42




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SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
 General
   Currencies
   Payment of Principal and Interest
    43




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Payment Currency
   AS INDICATED ABOVE, AN INVESTMENT IN FOREIGN CURRENCY NOTES OR CURRENCY INDEXED NOTES INVOLVES
SUBSTANTIAL RISKS, AND THE EXTENT AND NATURE OF SUCH RISKS CHANGE CONTINUOUSLY. AS WITH ANY
INVESTMENT IN A SECURITY,
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PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS
ENTAILED IN AN INVESTMENT IN FOREIGN CURRENCY NOTES OR CURRENCY INDEXED NOTES. SUCH NOTES ARE NOT
AN APPROPRIATE INVESTMENT FOR PROSPECTIVE PURCHASERS WHO ARE UNSOPHISTICATED WITH RESPECT TO
FOREIGN CURRENCY MATTERS.
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PLAN OF DISTRIBUTION
  
    
    through agents;
    
    to or through underwriters; or
    
    directly to other purchasers.
        46




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LEGAL MATTERS
  
 EXPERTS
  47




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AMERICAN AXLE & MANUFACTURING, INC.
 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
 Debt Securities
Guarantees
Warrants to Purchase Debt Securities
Common Stock
Preferred Stock
 
 PROSPECTUS
 
 _________
    
    _________
    
    _________




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EXHIBIT A
         o
 o




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##### Table of Contents



PART II
 INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution.
  SEC registration fee
    
    $
    0
    *Printing and engraving
    
    
    25,000Legal fees and expenses
    
    
    100,000Accounting fees
    
    
    2,000Trustees fees
    
    
    5,000Total
    
    $
    132,000
 
 *
    
    Deferred in accordance with Rules 456(b) and 457(r). Item 15. Indemnification of Directors and Officers.
     Item 16. List of Exhibits.
  Item 17. Undertakings.
   II-1




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provided however
     provided however
 II-2




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II-3




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II-4




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SIGNATURES
  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.By:
    
    /s/ MICHAEL K. SIMONTEMichael K. SimonteVice President  Finance & Chief Financial Officer
   Signature
    
    Title
    
    Date/s/ RICHARD E. DAUCH
    
    Co-Founder, Chairman of the Board,
    
    March 1, 2006Richard E. Dauch
    
    Chief Executive Officer & Director(principal executive officer)/s/ MICHAEL K. SIMONTE
    
    Vice President  Finance &
    
    March 1, 2006Michael K. Simonte
    
    Chief Financial Officer/s/ ELIZABETH A. CHAPPELL
    
    Director
    
    March 1, 2006Elizabeth A. Chappell/s/ FOREST J. FARMER
    
    Director
    
    March 1, 2006Forest J. Farmer/s/ RICHARD C. LAPPIN
    
    Director
    
    March 1, 2006Richard C. Lappin/s/ B.G. MATHIS
    
    Director
    
    March 1, 2006B.G. Mathis/s/ WILLIAM F. MILLER II
    
    Director
    
    March 1, 2006William F. Miller II/s/ LARRY K. SWITZER
    
    Director
    
    March 1, 2006Larry K. Switzer
 II-5




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Signature
    
    Title
    
    Date/s/ THOMAS K. WALKER
    
    Director
    
    March 1, 2006Thomas K. Walker/s/ DR. HENRY T. YANG
    
    Director
    
    March 1, 2006Dr. Henry T. Yang
 II-6




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SIGNATURES
  AMERICAN AXLE & MANUFACTURING, INC.By:
    
    /s/ MICHAEL K. SIMONTEMichael K. SimonteVice President  Finance & Chief Financial Officer
   Signature
    
    Title
    
    Date/s/ RICHARD E. DAUCH
    
    Co-Founder, Chairman of the Board,
    
    March 1, 2006Richard E. Dauch
    
    Chief Executive Officer & Director(principal executive officer)/s/ MICHAEL K. SIMONTE
    
    Vice President  Finance &
    
    March 1, 2006Michael K. Simonte
    
    Chief Financial Officer/s/ FOREST J. FARMER
    
    Director
    
    March 1, 2006Forest J. Farmer/s/ RICHARD C. LAPPIN
    
    Director
    
    March 1, 2006Richard C. Lappin/s/ B.G. MATHIS
    
    Director
    
    March 1, 2006B.G. Mathis/s/ THOMAS K. WALKER
    
    Director
    
    March 1, 2006Thomas K. Walker
 II-7




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EXHIBIT INDEX
 Exhibit*

1.1
    
    Form of Debt Securities Underwriting Agreement  Basic Provisions*

1.2
    
    Form of Equity Securities Underwriting Agreement+

3.1
    
    Amended and Restated Certificate of
Incorporation of American Axle & Manufacturing Holdings, Inc. (Incorporated by reference
to Exhibit 3.01 filed with American Axle & Manufacturing Holdings, Inc.
Registration on Form S-1 (Registration No. 333-53491))+

3.2
    
    Bylaws of American Axle &
Manufacturing Holdings, Inc. (Incorporated by
reference to Exhibit 3.02 filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration
No. 333-53491))+

4.1
    
    Specimen Certificate for shares of
American Axle & Manufacturing Holdings, Inc.s Common Stock (Incorporated by
reference to Exhibit 4.01 filed with American Axle & Manufacturing Holdings,
Inc. Registration Statement on Form S-1 (Registration No. 333-53491))*

4.2
    
    Form of Certificate of Designations of Preferred Stock4.3
    
    Form of Debt Securities Indenture*

4.4
    
    Form of Debt Securities*

4.5
    
    Form of Warrant Agreement (including Form of Warrant)+

4.6
    
    5.25% Senior Notes due 2014, Indenture, dated as of February 11, 2004, among
American Axle & Manufacturing, Inc., as issuer, American Axle
& Manufacturing Holdings, Inc., as guarantor, and BNY Midwest Trust
Company, as trustee (Incorporated by reference to Exhibit 4.02 filed with
American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended
December 31, 2003)+

4.7
    
    Senior Convertible Notes due 2024, Indenture, dated as of February 11, 2004,
among American Axle & Manufacturing Holdings, Inc., as issuer,
American Axle & Manufacturing, Inc., as guarantor, and BNY Midwest Trust
Company, as trustee (Incorporated by reference to Exhibit 4.03 filed with
American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended
December 31, 2003)5.1
    
    Opinion of Shearman & Sterling LLP as to legality of the Securities+
    12.1
    
    Statement of computation of ratios
of earnings to fixed charges of American Axle & Manufacturing
Holdings, Inc.
(Incorporated by reference to Exhibit 12 filed with American Axle &
Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2005)23.1
    
    Consent of Deloitte & Touche LLP, independent registered public accounting firm23.2
    
    Consent of Shearman & Sterling LLP (included in Exhibit 5.1)24.1
    
    Power of Attorney (included in signature pages)25.1
    
    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The
Bank of New York Trust Company, N.A., as Trustee for the Debt Securities
 
 *
    
    To be filed as an exhibit to a Current Report on Form 8-K in
connection with a specific offering.+
    
    Incorporated by reference. II-8